exhibit10-2.htm


  
    EXHIBIT 10.2



      FIRST
AMENDMENT TO THE LICENCE AND DISTRIBUTION AGREEMENT

      


      BETWEEN

      


      
        	
                (1)

              	
                Sona Mobile Inc. (EIN 20
      – 0375677) and Sona
      Innovations, Inc. (BN 86762 2441), whose registered offices are at
      39th
      Floor, 245 Park Avenue, New York, NY 10167 (collectively "Sona Group
      ")

                 

                Tel:           +
      1 702 243 7662

                Fax:           +
      1 702 243 7602

                Email:       kim.stein@sonamobile.com

              
	
                 

                AND

                 

              
	
                (2)

              	
                eBet Limited (ABN 59 059
      210 774), eBet Gaming
      Systems Pty. Ltd. (ABN 50 086 218 832) and eBet Systems Pty. Ltd.
      (ACN 088 033 121) whose registered offices are at Unit 13, 112-118
      Talavera Road, Macquarie Park, NSW 2113 Australia (collectively, the
      “eBet
      Companies”)

                 

                Tel:           +
      61 2 8817 4702

                Fax:           +
      61 2 8817 4770

                Email:      
      ttoohey@ebetonline.com

              
	
                 

                The
      Parties hereby enter into this First
Amendment

              


      

       

      
        	      
                Signed,
      sealed and delivered by Sona Mobile Inc.:

              	
                /s/ 
      KIM STEIN

              
	
                Date:

              	
                August
      21, 2008

              	 
      	
                Authorised
      Signatory

              
	 
      
	 Signed,
      sealed and delivered by Sona Innovations, Inc.:	
                /s/ 
      STEPHEN FELLOWS

              
	
                Date:

              	
                August
      21, 2008

              	 
      	
                Authorised
      Signatory

              
	 
      
	
                Signed,
      sealed and delivered by eBet Limited

              	
                /s/ 
      ANTHONY TOOHEY  

              
	 
      	
                Director

              
	
                Date:

              	
                August
      22, 2008

              	 
      	
                /s/ 
      IAN JAMES  

              
	 
      	
                Director

              
	 
      
	
                Signed,
      sealed and delivered by eBet Gaming Systems Pty. Ltd.

              	
                /s/ 
      ANTHONY TOOHEY    

              
	 
      	
                Director

              
	
                Date:

              	
                August
      22, 2008

              	 
      	
                /s/ 
      IAN JAMES  

              
	 
      	
                Director

              
	 
      
	
                Signed,
      sealed and delivered by eBet Systems Pty. Ltd.

              	
                /s/ 
      ANTHONY TOOHEY    

              
	 
      	
                Director

              
	
                Date:

              	
                August
      22 2008

              	 
      	
                /s/
       IAN JAMES  

              
	 
      	
                Director

              


      

       

       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      INTRODUCTION

       

      
        	
                A.  

              	
                The
      Parties desire to enter into this first amendment (“First Amendment”) to
      the Licence and Distribution Agreement between Sona Mobile, Inc and Sona
      Innovations, Inc. and eBet Limited, eBet Gaming Systems Pty. Ltd. and eBet
      Systems Pty. Ltd., dated August 17, 2008 (the “Licence Agreement”) to
      allow additional time to complete the Master Services
      Agreement.

              


      

       

      
        	
                B.  

              	
                It
      was the intent of the Parties to have a completed and executed Master
      Services Agreement between eBet Services Pty. Limited (ACN 132 670 485) of
      Australia and  eBet limited (ACN 056 210 774) and Sona Mobile
      Holdings Corp. (EIN 95-3087593) of the USA (the “Master Services
      Agreement”) no later than the Closing Date as defined under the Licence
      Agreement as on or before 22 August
2008.

              


      

       

      
        	
                C.  

              	
                This
      First Amendment sets out the terms and conditions of the agreements
      between the Parties.

              


      

       

       

      NOW
THEREFORE, in consideration of the mutual agreement of the Parties contained in
this Amendment, and for good and other valuable consideration, the receipt and
sufficiency of which is acknowledged, the Parties agree as follows:

       

       

      
        	
                1.  

              	
                All
      capitalised terms used within this First Amendment shall be as those terms
      are defined under the Licence Agreement unless otherwise defined within
      this First Amendment.

              


      

       

       

      
        	
                2.  

              	
                Where
      there is a conflict between this First Amendment and the Licence
      Agreement, this First Amendment shall govern between the
      Parties.

              


      

       

       

      
        	
                3.  

              	
                The
      Parties acknowledge and agree that the Closing Date as defined in Section
      1.1 of the License Agreement is hereby defined as; “on or before 25 August
      2008.”

              


      

       

       

      
        	
                4.  

              	
                The
      Parties agree that all other clauses, terms, provisions, covenants and
      conditions of the Licence Agreement shall remain in full force and effect
      and are not otherwise altered by this First
  Amendment.

              


      

       

       

      
        	
                5.  

              	
                This
      First Amendment may be executed in counterparts, each of which shall be
      deemed to be an original, and all of which together shall be deemed to be
      one and the same instrument.  Delivery of an executed
      counterpart of a signature page of this First Amendment or any document or
      instrument delivered in connection herewith by telecopy or electronic
      portable document format (delivered by electronic mail) shall be as
      effective as delivery of a manually executed counterpart of this First
      Amendment or such other document or instrument as applicable. The
      electronic copies so signed will constitute originally signed copies of
      the same consent requiring no further
execution.